SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FLANAGAN ROBERT J

(Last)

(First)

(Middle)

C/O SAGENT PHARMACEUTICALS, INC.

1901 NORTH ROSELLE ROAD, SUITE 700

(Street)

SCHAUMBURG

60195

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/19/2011

3. Issuer Name and Ticker or Trading Symbol
Sagent Holding Co. [ SGNT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	1,275	D
Common Stock⁽²⁾	1,109,769	I	See Footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option to Buy/Restricted Stock	⁽⁴⁾	05/13/2019	Common Stock	3,828⁽⁵⁾	$4.23	D
Stock Option to Buy	⁽⁶⁾	12/02/2020	Common Stock	5,103	$11.6	D

Explanation of Responses:

1. Represents shares of Common Stock deemed beneficially owned by the undersigned on account of the automatic conversion of its 10,000 ordinary shares of Sagent Holding Co., a Cayman Islands company, in connection with its reincorporation as a Delaware corporation pursuant to a Certificate of Conversion filed with the Secretary of State of the State of Delaware (the "Reincorporation"), and the related one-for-7.8378 reverse stock split to be implemented in connection therewith. The Reincorporation will become effective prior to the closing of the initial public offering.

2. Represents shares of Common Stock deemed beneficially owned by the undersigned on account of the automatic conversion of its 8,698,156 Series A preference shares of Sagent Holding Co., a Cayman Islands company, in connection with the Reincorporation, and the related one-for-7.8378 reverse stock split to be implemented in connection therewith. The Reincorporation will become effective prior to the closing of the initial public offering.

3. The shares reported are held of record by CNF Investments II, LLC. Voting and investment decisions with respect to all shares held by CNF Investments II, LLC are exercised by its managing member, Mr. Flanagan. Accordingly, Mr. Flanagan may be deemed the beneficial owner of such shares.

4. Stock option granted on May 13, 2009 and vests 25% per year over four years.

5. 3,828 options have been early-exercised and are currently considered restricted stock. These shares will vest ratably on May 14, 2011, May 14, 2012 and May 14, 2013.

6. Stock option granted on December 2, 2010 and vests 25% per year over four years.

	/s/ Robert J. Flanagan	04/19/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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